Note 9 - Corporate Governance and Stock

9 Months Ended

Sep. 30, 2015

Corporate Governance And Stock [Abstract]

Corporate Governance And Stock [Text Block]

9. Corporate Governance and Stock - A Special Shareholders Meeting was held July 10, 2015, at which time the Company’s Certificate of Formation and Bylaws were materially modified, in a manner affecting the Company’s voting common stock (the only class of the Company’s securities of which shares are currently issued and outstanding); and also affecting the Company’s authorized shares of preferred stock, issuable in series, of which no shares or series are currently issued and outstanding. The general effect of such modifications was as follows:

a. Stockholder supermajority vote requirements were changed from 2/3 of the issued and outstanding shares entitled to vote on a matter, to 51% of the issued and outstanding shares entitled to vote on such matter, with such change additionally applying to each voting class or series where a class or series of shares is entitled to vote separately on a matter. This change would apply to all existing or future supermajority vote requirements under Texas law, including without limitation, votes on Fundamental Business Transactions, and/or Fundamental Actions, as such are defined in the Texas Business Organizations Code.

b. Requirements for action by written consent of Stockholders in lieu of a meeting were changed, to permit actions to be taken by the written consent of Stockholders having at least the minimum number of votes that would be necessary to take the action that is the subject of the consent at a meeting, in which each holder entitled to vote on the action is present and votes, in lieu of requiring that the written consent be unanimous, as at present.

c. The requirement for notice to directors of Special Directors Meetings was changed from 24 hours to 4 hours.

Additionally, at the Special Shareholder Meeting of July 10, 2015, the following Board of Directors was elected: Stephen T. Chen, Paul Tibbits, Yasushi Chikagami, Dan Fisher, and Nick Moren. There is expected to be no continuing arrangement or understanding among the members or former members of The Yang Group and their associates with respect to the election of directors, or other matters, although the unallocated shares to be retained by The Yang Group will continue to be voted by Stephen T. Chen, President and CEO of the Company, until such time as they are distributed.

On September 16, 2015, The Yang Group (which held 80% of the Company’s issued and outstanding voting common shares) distributed 7,153,334 shares of the Company’s voting common stock to seventeen constituent members.

On October 13, 2015, The Yang Group distributed 8,162,514 shares in the Company’s voting common stock to four constituent members, both individuals and entities.